Annual Reports

Quarterly Reports


  • 8-K (Feb 15, 2018)
  • 8-K (Feb 1, 2018)
  • 8-K (Jan 12, 2018)
  • 8-K (Nov 22, 2017)
  • 8-K (Nov 20, 2017)
  • 8-K (Nov 17, 2017)


CBS 8-K 2014

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 22, 2014




(Exact name of registrant as specified in its charter)




Delaware   001-09553   04-2949533

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)


51 West 52nd Street, New York, New York   10019
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: (212) 975-4321



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Stockholders (the “Annual Meeting”) of CBS Corporation (the “Company”) was held on May 22, 2014.

(b) The final results of voting on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting as certified by the independent inspector of election are set forth below.

1. The nominees for election to the Board of Directors were elected to hold office, in accordance with the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified, based upon the following votes:










Broker Non-Votes

David R. Andelman

   37,362,366    438,202    4,955    923,842

Joseph A. Califano, Jr.

   37,360,509    439,890    5,124    923,842

William S. Cohen

   37,331,244    469,449    4,830    923,842

Gary L. Countryman

   37,386,288    414,185    5,050    923,842

Charles K. Gifford

   37,332,964    467,689    4,870    923,842

Leonard Goldberg

   37,362,211    438,448    4,864    923,842

Bruce S. Gordon

   37,332,577    468,170    4,776    923,842

Linda M. Griego

   37,389,104    411,798    4,621    923,842

Arnold Kopelson

   37,387,262    413,347    4,914    923,842

Leslie Moonves

   37,367,582    433,153    4,788    923,842

Doug Morris

   37,331,716    468,948    4,859    923,842

Shari Redstone

   37,359,426    441,202    4,895    923,842

Sumner M. Redstone

   37,357,966    442,622    4,935    923,842

Frederic V. Salerno

   37,305,048    495,444    5,031    923,842

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2014 was approved based upon the following votes:








   139,031    15,091

3. The proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2014 Proxy Statement, was approved based upon the following votes:








Broker Non-Votes


   589,790    3,490,533    923,842




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.






/s/ Angeline C. Straka

    Name:   Angeline C. Straka
    Title:   Senior Vice President, Deputy General Counsel and Secretary
Date: May 28, 2014      



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